SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2001 CARRAMERICA REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-11706 52-1796339 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 1850 K Street, NW, Suite 500 Washington, DC 20006 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (202) 729-7500 Not applicable (Former name or former address, if changed since last report) Item 5. Other Events On December 13, 2001, CarrAmerica Realty Corporation (the "Company") entered into an Underwriting Agreement with Security Capital Group Incorporated and Goldman, Sachs & Co. relating to the proposed public offering of 16,872,537 shares of the Company's common stock held by Security Capital, with a 30-day overallotment option for an additional 2,530,880 shares. The shares were offered to the public at $28.37 per share. The closing of this offering is expected to occur on December 19, 2001. A copy of the Underwriting Agreement relating to the public offering is filed as an exhibit to this report. Item 7. Exhibits The following exhibit is filed as part of this report: 1.1 Underwriting Agreement, dated as of December 13, 2001, by and among the Company, Security Capital and Goldman, Sachs & Co., Salomon Smith Barney Inc., First Union Securities, Inc., Legg Mason Wood Walker, Incorporated, Banc of America Securities LLC, Deutsche Banc Alex. Brown Inc. and A.G. Edwards & Sons, Inc., as representatives of the several underwriters named in Schedule I thereto. - 2 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARRAMERICA REALTY CORPORATION Date: December 17, 2001 By: /s/ Linda A. Madrid --------------------- Linda A. Madrid Managing Director - 3 - EXHIBIT INDEX ------------- Exhibit Document ------- -------- 1.1 Underwriting Agreement, dated as of December 13, 2001, by and among the Company, Security Capital and Goldman, Sachs & Co., Salomon Smith Barney Inc., First Union Securities, Inc., Legg Mason Wood Walker, Incorporated, Banc of America Securities LLC, Deutsche Banc Alex. Brown Inc. and A.G. Edwards & Sons, Inc., as representatives of the several underwriters named in Schedule I thereto.